1. Each Stock Unit is the economic equivalent of one share of Bank of America common stock.

2. The stock units were awarded on December 31, 2009 pursuant to a Stock Unit Award Agreement which is exempt under Rule 16b-3(d). These units vested upon grant and are payable solely in cash as follows: in 36 monthly installments beginning January 2010 and ending December 2012.

Brian T. Moynihan/Roger C. McClary POA

11/01/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).